35-8-307. Management and voting. (1) Unless the articles of organization or the operating agreement provide otherwise, in a member-managed company:
(a) each member has equal rights in the management and conduct of the company's business; and
(b) except as provided in subsection (3), any matter relating to the business of the company may be decided by a majority of the members.
(2) Unless the articles of organization or the operating agreement provide otherwise, in a manager-managed company:
(a) each manager has equal rights in the management and conduct of the company's business;
(b) except as provided in subsection (3), any matter relating to the business of the company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers; and
(c) a manager:
(i) must be designated, appointed, elected, removed, or replaced by a vote, approval, or consent of a majority of the members; and
(ii) holds office until a successor has been elected and qualified, unless the manager sooner resigns or is removed.
(3) Unless the articles of organization or the operating agreement provide otherwise, the only matters of a member-managed or manager-managed company's business requiring the consent of all of the members are:
(a) the amendment of the operating agreement under 35-8-109;
(b) the authorization or ratification of acts or transactions under 35-8-109(3)(b)(ii) that would otherwise violate the duty of loyalty;
(c) an amendment to the articles of organization under 35-8-203;
(d) the compromise of an obligation to make a contribution under 35-8-502;
(e) the compromise, as among members, of an obligation to make a contribution or return money or other property paid or distributed in violation of this chapter;
(f) the making of interim distributions under 35-8-601, including the redemption or repurchase of an interest;
(g) the admission of a new member;
(h) the use of the company's property to redeem an interest subject to a charging order;
(i) the consent to dissolve the company under 35-8-901;
(j) a waiver of the right to have the company's business wound up and the company terminated under 35-8-901;
(k) the consent of members to merge with another entity under 35-8-1201; and
(l) the sale, lease, exchange, or other disposal of all, or substantially all, of the company's property with or without goodwill.
(4) Unless the articles of organization or the operating agreement provide otherwise, the management of a series of members is vested in the members associated with the series in proportion to their contribution to the capital of the series as adjusted from time to time to reflect properly any additional contributions or withdrawals from the assets or income of the series by the members associated with the series.
(5) Action requiring the consent of members or managers under this chapter may be taken without a meeting.
(6) A member or manager may appoint a proxy to vote or otherwise act for the member or manager by signing an appointment instrument, either personally or by the member's or manager's attorney-in-fact.
(7) (a) The articles of organization or operating agreement of a limited liability company may:
(i) create one or more series of members; or
(ii) vest authority in one or more members or managers of the company or in other persons to create one or more series of members that may include, without limitation, rights, powers, and duties senior to any existing series of members.
(b) The articles of organization or operating agreement may provide that any member associated with a series of members has no voting rights or has voting rights that differ from other members or other series of members.
(c) A series of members may have separate powers, rights, or duties with respect to specified property or obligations of the company or profits and losses associated with specified property or obligations, and any series of members may have a separate business purpose or investment objective.
History: En. Sec. 16, Ch. 302, L. 1999; amd. Sec. 8, Ch. 183, L. 2013.